Ben 10 vs The Avengers
by ShadyGotham
Summary: When Ben, Gwen, and Kevin are forced to build a time machine to stop a task force created to kill all aliens on Earth from being made, they get in way over their heads. Instead of traveling through time they travel to a different dimension where an all new enemy threatens them.
1. Chapter 1

**Ben 10 vs The Avengers**

 **Part 1**

Chapter 1 – Cross Dimensions

The year was 2019. The world that Ben once new was all, but gone. After the last major alien invasion in 2018 the governments of the world finally had enough. They banned all aliens from the Earth and established the AATF, Anti-Alien Task Force. Large space cruisers form a blockade around the earth, keeping any and all unwelcomed guests from entering the planets orbit.

For Ben, this meant that he was no longer a hero. In fact, he was a wanted criminal. Having over a thousand aliens in the ultimatrix, He was violating Earths laws against alien intruders. For several years Ben, Gwen, and Kevin have been moving from hideout to hideout, trying to keep out of the AATF's watchful eyes. It is now the year 2029. This is the year that everything changed. This is the year that Ben 10, left our dimension…

Ben sat on the grassy hilltop looking over a vast forest of bright green trees. He was currently in the back country of England. His team's latest hideout was an old WWII bunker hidden within the denseness of the woods. The small hill Ben sat upon was only a few feet away from the bunker's entrance, which was hidden within the thicket. His mind was a blur as he gazed out at the horizon.

"Today is the day." He thought. What was left of the Plumbers on Earth were dedicating their lives to helping Ben end the AAFT once and for all. They had tried so many different plans and lost so many good men and women in the process. This was their last chance, though. The final plan to end the AAFT. The Plumbers had been gathering what little alien tech that was left on Earth up and bringing it to the bunker.

There they used it to build a sort of make shift portal. This portal would allow Ben, Gwen, and Kevin to go back in time and stop the AAFT from ever happening.

"Ben its time." Someone said behind him

Ben turned to see his cousin, Gwen, standing behind him. Ben sighed and stood up.

"Then we better not keep them waiting." Ben responded.

They both walked down the hill towards the bunker. The sun fell under the horizon as they did and the sky became dimmer. Once inside the bunker they walked down a long spiral staircase that took them five floors down. On the bottom level was a large room that contained many wires and a large ring-like machine in the middle. Five or six of the Plumbers were there adding the finishing touches to the portal. Kevin stood before the machine and turned towards Ben and Gwen as they walked in.

"You two ready?" he asked.

"I think so." Gwen responded.

"You sure this things going to work?" Ben asked.

"Not even in the slightest, but it's the only chance we got." Kevin said.

"Alright everyone let's get this show on the road!" Kevin yelled to the Plumbers.

They all got into their positions and readied the portal. Kevin, Ben, and Gwen stood before the large ring. Kevin then nodded to one of the Plumbers behind a control consol. The Plumber flipped a few switches and pressed a large button in the center of the consol. The ring shook for a moment and then let loose a few sparks. Suddenly a bright, swirling, vortex appeared within the ring. It glowed a bright blue and seemed to fade in and out of existence.

"The portals not stable! No telling how long it'll stay open. If we're going to do this we got to do it now!" Kevin yelled over the hum of the machine. Gwen looked over at Ben. He gave her a nod, telling her that he was ready. As all three of them gazed into the vortex they made the decision. All three of them stepped into the vortex and immediately vanished. The portal then let out two burst of sparks and suddenly caught fire. The vortex faded out of existence and the loud hum stopped abruptly.

Ben saw flashes of different colors and strange shapes he couldn't explain. His brain began to hurt as he traveled through the vortex. He had to close his eyes to make the pain in his head stop. Without warning he hit something hard. It knocked the wind out of him and forced him to grasp his stomach. When he opened his eyes he realized it was the ground. It had worked, he had traveled through time. Ben stood up slowly and looked around at his surroundings. He was in an alleyway. He could hear car horns and there people walking up and down the sidewalk at the other end of the alley. He slowly exited the alleyway and began to better recognize his surroundings. He was in New York City.

"Where are Kevin and Gwen?" Ben wondered.

He looked back down the alleyway, but saw no sign of them. That's when he noticed and nearby newspaper stand. Ben rushed over to see if his eyes were just playing tricks on him. He picked up one of the papers and felt his heart stop. The date on the paper was the same date from when they left. Ben set the paper down and backup against a wall.

"It's over. The portal didn't work. It just teleported us instead of sending us through time. Who knows where Kevin and Gwen are. Probably already in the hands of the AAFT." Ben thought. That's when Ben realized, no one noticed him. Ben was the most wanted criminal in the world and yet no one on the street batted an eye at him. Ben walked back up to the newspaper stand and said to the man behind the wood desk,

"Excuse me sir, but do you know who I am?"

"Never seen you before in my life, now are you gonna buy a paper?"

Ben backed away from the stand and began to make his way down the street.

"This doesn't make any sense. I didn't travel through time, but I'm clearly not in the same place I was when I left because nobody knows me." Ben thought.

That's when a large crash broke his train of thought. People began to run in the opposite direction, away from the danger. Ben looked up to see flames spewing out of the top floor of a building call the Daily Bugle.

"That's weird. I've been to New York a thousand times and I've never seen that building before." Ben thought.

"Never mind that Tennyson, there are people in trouble up there and if nobody here knows who I am then I guess they won't care if I go hero!" Ben said to himself.

He touched the dial on the Ultimatrix and it popped up allowing him to select one of his many alien transformations.

"I've got just the guy to help put out those flames." Ben said with a smile.

He slapped his hand down on the dial and a bright, green, light surrounded him. When it vanished, Ben was gone. In his place was a flaming alien with molten rock for skin.

"What?! Heatblast! I didn't pick him. I needed Big Chill! What's going on with this thing?" Heatblast wondered.

His train of thought was disrupted again by the screams coming from the burning building.

"Damn! This we'll have to do." He said.

Fire than erupted from his hands and Heatblast shot up towards the building.


	2. Chapter 2

**Ben 10 vs The Avengers**

 **Part 1**

Chapter 2 – Kevin Levin

As Kevin's eyes began to open he saw snow falling across his face. The sky above him was grey and the air was cold. He sat up and saw he was in a forest of dead trees. Snow blanketed the ground and there seemed to be no sign of civilization.

"Where the hell am I?" Kevin wondered.

He stood to his feet and walked forward through the forest.

"Ben! Gwen! Give me a shout if you can hear me!" Kevin yelled as he walked.

No response from his friends ever came. Kevin started to worry. Maybe the machine hadn't worked. What if the AATF had Ben and Gwen? In a fit of rage, Kevin slammed his fist into a tree.

"Ow! Damn! Where the hell are those two?" He said to himself.

Suddenly the silence of the dead woods was broken by the snapping of a twig. Kevin quickly turned to the source of the sound and saw a man standing a few feet away from him. He was a little shorter than Kevin, but was definitely a lot stronger judging by his muscles. He wore blue jeans, brown boots, and an old, black, biker jacket. The man had a duffle bag slung over his shoulder. His black hair seemed messy and spiked up on either side of his head.

"Who the hell are you?" Kevin asked.

"I was gonna ask you the same question, bub." The man said.

"Did you take Ben and Gwen?" Kevin asked, sternly.

"Look I don't know what you're taking about kid, but I'd advise moving out of this area. A.I.M's got their goons patrolling these forests." The man responded.

"Who the hell is A.I.M?" Kevin asked.

"Kid, I don't got time to sit here and chat with you. I've got to keep moving." The man said as he turned away from Kevin.

Kevin grabbed the man by his arm as he turned the way and said,

"You're not going anywhere until you answer my questions." Kevin said harshly.

"Bub, you'd better let go of my arm before things get ugly." The man threatened.

Kevin tightened his grip on the man's arm and asked,

"Who are you, what the hell is A.I.M, and most importantly where are my friends!" Kevin shouted.

The man pushed him to the ground. Without warning three metal claws shot out from both of his hands. He dropped the duffle bag to the ground and spoke.

"I don't know where your friends are, nor do I care. A.I.M is an organization that you don't want to mess with. And I am the Wolverine, now are you gonna piss me off some more or are we done here?" Wolverine said.

Kevin noticed a medium sized rock laying in the snow beside him. He touched his hand to it and began to absorb it. Kevin's skin changed to a hard, stone, texture.

"We are most certainly not done." Kevin said as he stood to his feet.

Kevin then charged at the Wolverine. Wolverine dodged out of the way and swiped Kevin with his claws. The claws slashed Kevin across the left arm. Kevin felt less pain in this form, but it hurt none the less. He morphed his hand into a hammer and swung backwards, hitting the Wolverine right in the head. He fell into the snow and lay there for a few seconds before slowly standing up.

As the Wolverine turned to face him, Kevin watched in amazement as the large gash in the Wolverine's head began to heal itself.

"Alright, Bub. You want to play hardball? Then let's play hardball!" The Wolverine shouted.

He came at Kevin in a sort of berserker rage. Wolverine swung his claws in every which way. Kevin managed to dodge a couple of his attacks, but after a while he couldn't keep up. The claws slashed his stone skin more times than he could count. Kevin fell to his knees, large scratches plagued his body.

"You give up yet?" The Wolverine asked, in between breaths.

Kevin looked up and immediately noticed the claws. It was a risky idea, but it was the only one he had.

"Are you kidding? I'm just getting started." Kevin winced.

He then shot up and grabbed the claws with both his hands. At first they cut his stone hands, but after he absorbed the metal in the claws all of his wounds healed and his stone skin was replaced with a shiny metal.

The Wolverine pushed him away and attempted to slash him with his claws again. This time the claws had no effect on Kevin.

"Looks like I win, pal. No you can either take me to my friends or I can crush your skull." Kevin threatened.

The Wolverine growled at him and said,

"Alright, bub. You win this time. I don't know where your friends are, but I can take you to someone who might." Wolverine said.

He retracted his claws and picked up his duffle bag.

"Follow me." He said grumpily

Kevin, still with metal skin, followed close behind the Wolverine.


	3. Chapter 3

**Ben 10 vs The Avengers**

 **Part 1**

Chapter 3 – Gwen Tennyson

Gwen awoke to three faces starring down at her. She quickly sat up, which caused the three beings to back off.

"She's awake." One of them said.

They were only teenagers. Two were boys and one was a girl.

"Where am I?" Gwen asked.

She looked around and found that she was in some sort of garden. It was quite beautiful. A large fountain stood a little ways away and behind it just a few more feet was a huge mansion.

"This is Xavier's School for Gifted Youngsters. We found you out here unconscious. Kurt went to get the professor. Can you remember how you got here?" The girl asked.

"The portal, it must have worked." Gwen said, standing to her feet.

"What portal?" One of the boys asked.

"I'm sorry, who are you guys again?" Gwen said, rubbing her forehead.

"Oh, well I'm Kitty, that's Bobby, and this is John." Kitty said.

As the wooziness in Gwen's head faded away her abilities began to come back to her. It was then that she sensed the strange anomaly in Kitty, Bobby, and John's mana. She then began to sense hundreds of other people within the mansion with the same anomaly in their mana.

"What are you guys?" Gwen asked, backing away.

"Oh great, another mutant hater." John said.

"Mutant? What do you mean by Mutant?" Gwen asked.

"Wait, you don't know what a mutant is?" Bobby responded.

"Where exactly are you from again?" Kitty asked.

"Who cares where she's from, let's end her mutant hating ass right now." John said with a grin.

He pulled a lighter out of his pocket and flipped it open. A small flame flickered to life. Without warning the flame became larger and took the form of sphere in John's hand.

"John wait!" Bobby shouted.

It was too late, though. He through the fireball towards Gwen with all of his might.

Prepared for the attack, Gwen formed a barrier composed entirely of mana in front of her. The fireball exploded against the barrier, dealing no damage to it or Gwen in the process.

"What the hell?! You're a mutant?" John said, surprised.

Gwen didn't respond to him. Instead she form two balls of mana in her hands. The barrier in front of her vanished. She knew that fighting these three wasn't the mission, but it seemed to be the only way she was going to get out of this place and find Ben and Kevin now.

Gwen drew one hand back and threw a ball of mana at John. She then threw the other at Kitty and Bobby.

John flew backwards as the first ball of mana struck him square in the chest. Kitty phased into the ground and dodged the second ball of mana. Bobby also dodged the second ball by rolling out of its way.

Kitty emerged from the ground right behind Gwen. Sensing her mana behind her, Gwen swung around and struck her right in the face with her fist. Kitty fell to ground, a hand over her face.

"Kitty!" Bobby yelled.

Gwen turned to face him only to see a spear of ice shooting right at her. She closed her eyes, knowing it was too late to stop it. Gwen waited for the spear to pierce her skull, but it never came.

She opened her eyes and saw the spear floating inches away from her face. Bobby turned to see Jean Gray standing behind him.

"Everyone calm down! Gwen here is not out enemy." Jean said.

"How did you know my name?" Gwen asked, confused.

"Come inside and we'll explain everything." Jean said.

Gwen, being curious, followed Jean inside. Bobby ran over and helped Kitty off the ground.

"You okay." He asked as he helped her up.

"Yeah. That girl packs one hell of a punch, though." Kitty said.

They both watched as Jean led the girl towards the mansion.

"Uh… Shit!" John exclaimed as he slowly rose up off the ground.

Kitty walked over and jabbed him in the arm.

"Ow! What the hell was that for?" John asked, rubbing his arm.

"You attacked that girl for no reason. The professor is not going to be happy." Kitty said.

"Screw the professor, I was defending this shithole from a mutant hater." John scoffed.

He then stormed off away from the mansion.

"Let him go, we should probably go see what's going on inside." Bobby spoke up.

"Yeah, you're right." Kitty agreed.

They both began to walk up towards the mansion, curious to find out what the professor would do with the strange girl.


	4. Chapter 4

**Ben 10 vs The Avengers**

 **Part 1**

Chapter 4 – The Arrest of Ben Tennyson

The flames in the building were almost gone now. Ben, as Heat Blast, was absorbing what was left of the fire from the Daily Bugle.

"How the hell did this thing even start?" He wondered.

Suddenly from behind him, a voice could be heard.

"Hello? Is somebody out there? Please help me I'm stuck in here!" The voice shouted.

Heat Blast turned and found the voice coming from large room at the other end of the floor. He jogged over and found the entrance to the room. The door in front of him read _J. Jonah Jameson_ and seemed to be jammed shut.

"It's okay I'm here to help. Just back away from the door I'm going to blow it open." Heat Blast said.

"Allow me." The voice said from the other side.

Without warning the door burst open, causing Heat Blast to fall backwards onto the floor. He quickly got up and turned towards the now open doorway. A man in an armored suit walked out of the room. On his back was a long, metallic, tail that reached up and over his head. It had two sharp spears on the end of it, as well.

"Well, you're new. What do they call you, Hot Head?" The man mocked.

"The names Heat Blast, bud." Ben retorted.

"Ha, nice. I go by Scorpion."

"Aww, that's cute. Did your mommy give you that name?" Ben mocked.

"Alright, enough with the banter. You aren't who I wanted to show so I'm gonna let you walk away this time." Scorpion said.

"I'm not going anywhere." Heat Blast responded.

"I'm sending you straight to the grave if you don't get the hell out of here!" Scorpion threatened.

Without warning, black ropes fell from above the holes in the side of the building. Soldiers in black and blue armor began to slide down the ropes and enter the room.

"Both of you get on the ground now!" The soldiers commanded.

There were at least 15 of them in the room now. Some of them carried weapons Ben had never seen before.

"Ah shit! You S.H.I.E.L.D assholes always got to ruin everything." Scorpion said.

He swung his tail at two of the soldiers and knocked their guns from their hands. Heat Blast charged forward and grabbed hold of Scorpion, locking him in a bear hug.

He then began to increase his body temperature.

"Ah! Stop! I'm burning up in here!" Scorpion yelled as his suit began to glow orange with heat.

"That's the point, dumbass." Heat Blast said, sternly.

"Let go of him now and surrender!" The soldiers yelled.

"Hey I'm the good guy here!" Ben shouted back.

"If you do not surrender now we will open fire!" One of the soldiers shouted.

"Ahhhh!" Scorpion yelled.

Parts of his suit were beginning to melt form the extreme heat.

"Open fire!" The soldier yelled.

Heat Blast threw Scorpion behind him and shielded him from the barrage of bullets. The bullets melted as they got close to him, doing no damage what so ever to him.

One soldier through an oblong grenade at Heat Blast. He caught it and was about to throw it back when it detonated. It was then that Ben realized that it was a cryo grenade. The frozen mist spread along his body, cooling him down to subzero temperatures. Heat Blast's flames died down and he began to shiver from the extreme cold. The Ultimatrix then transformed Heat Blast back into Ben.

"Should have worn a warmer coat." Ben said, still shivering.

The soldiers approached him and forced him onto his knees.

"Hands above your head. You're under arrest." One soldier said.

"For what?" Ben asked.

"Setting fire to the Daily Bugle and assisting a known criminal." The soldier responded as he put handcuffs on Ben's wrists.

"I didn't start that fire and I sure as hell wasn't assisting that Scorpion freak! I was trying to stop him!" Ben argued.

"Get up." The soldier commanded, ignoring his argument.

They walked Ben over to one of the holes in the building. A harrier type jet loudly hovered just before the hole. A ramp lowered from the back of it and two more soldiers were inside reaching for him. They grabbed him and helped him over the gap and into the jet.

They pushed Ben into a seat and then helped the rest of the soldiers into the jet. Once it was loaded the ramp closed shut and the jet took off towards an unknown location.


	5. Chapter 5

**Ben 10 vs The Avengers**

 **Part 1**

Chapter 5 – A.I.M

The snow fell harder now. Kevin was finding it more difficult to see through the downpour.

"Try and keep up, kid." Wolverine said, as he trudged through the now knee high snow.

"Don't worry about me. Just keep moving." Kevin commanded.

Suddenly, Wolverine stopped dead in his tracks.

"Hey, what's the hold up?!" Kevin yelled.

"Quite bub!" Wolverine said harshly.

He began to sniff the air and growl a little bit.

"We're not alone in these woods." Wolverine said.

Wolverine unsheathed his claws and began to look around. Kevin, still in a metal form, morphed his right hand into a spear.

Without warning, a blast of electricity came from out of the woods and hit Kevin right in the back. The shock was so strong it caused him to revert to his normal form and fall to the ground, unconscious. Wolverine turned to see an A.I.M soldier come out from behind a tree. Three more emerged from the woods and surrounded them.

"Halt mutant! You are trespassing, get on your knees and put your hands above your head or you will be shot!" One of the A.I.M soldiers shouted.

"Bub, if you think I'm going to surrender to you. You've got another thing coming." Wolverine grumbled.

"The mutant isn't complying, open fire!" The soldier yelled.

All four of them began to fire on Wolverine. The bullets pierced his skin, but he only winced from the pain. Wolverine pounced on one of the soldiers and he screamed as Wolverine ripped open his chest with his claws. The snow around them became red with blood.

He then turned to the next soldier, who was trying to reload his rifle.

"Oh shit! Cover me, cover me!" The soldier shouted, as he saw Wolverine heading his way.

Another soldier stepped in Wolverine's path. He was armed with a shotgun and began to fire upon the deadly mutant. The blasts from the shotgun slowed Wolverine down, but it most certainly did not stop him. He reached the shotgun armed soldier and shoved his claws up through the bottom of his chin. They then emerged from the soldier's forehead.

Wolverine ripped his claws from the soldiers head and let his lifeless body fall to the ground. The two remain soldiers were retreating further into the forest now. Wolverine began to chase after them. He couldn't let them get away and inform A.I.M of his presence in the area.

Being much faster than the soldiers, he easily caught up to them. He stabbed one of his claws into the closest soldiers back, piercing his heart. The other soldier turned and began to fire his rifle. Wolverine tore his claws from the dead soldiers back and charged at the last soldier.

As he was just about to reach him and slice his head off, a metallic net wrapped around him and forced him to the ground. As he struggled to get out of the trap the net only grew tighter. Two more A.I.M soldiers emerged from the woods. One held a cannon that fired the net.

"There's another one lying unconscious back that way." The soldier Wolverine almost killed said.

The two other soldiers began to walk off to get Kevin. Wolverine looked up at the soldier and said,

"You're going to regret this, bub."

The soldier responded, "Funny, I was gonna say the same thing to you."


	6. Chapter 6

**Ben 10 vs The Avengers**

 **Part 1**

Chapter 6 – The Flying Fortress

Ben awoke in the same cell he had fallen asleep in. The soldiers who apparently worked for an organization known as S.H.I.E.L.D. had brought him to an aircraft career floating just outside of New York City. Ben sat up in the small bed in the cell and walked to the energy barrier keeping him inside.

"Hello?! How long are you going to keep me in here?!" Ben yelled.

"Until we know exactly what you are." A man said.

He had just entered the room when Ben began to shout. He wore a long, black, trench coat and an eye patch over one eye. His face held a very stern expression.

"And just who the hell are you?" Ben asked.

"My name is Nick Fury. I'm the director of S.H.I.E.L.D." Nick said.

"Oh, well I'm Ben Tennyson. Hero extraordinaire." Ben responded.

"Hero? You call what you did heroic?" Fury said.

"Umm… yes? I put out that fire and was going to stop that Scorpion freak when your soldiers busted in and arrested me!" Ben argued.

"That's a likely story, but the truth is we don't know anything about you. We are the world's top defense organization and yet we can't dig up a single piece of information about you. Because of this, nothing you say can be trusted to be the truth." Fury explained.

"That's total bullshit!" Ben shouted.

"You can call it whatever you like, but it's the only way to ensure our safety. Until we can get some answers you will stay in that cell." Fury said.

Ben gave a slight grin and said "I've got a better idea."

The dial on his watch the popped up, signaling it was ready to transform him. Ben then slapped his hand down on the dial and a bright, green, light filled the cell. Fury shielded his eyes and called for the guards outside the room. Two guards armed with rifles entered the room. As the green light dissipated Fury realized that the boy known as Ben was gone and was replaced with some sort of monster.

"Cannon Bolt!" It yelled.

"What in the hell?!" Fury said.

"Well I was going for Upgrade, but this will do." Cannon Bolt said.

"Or better yet..." He continued.

The large yellow and white beast then slapped the insignia on its chest and changed into a blue, metallic version of itself.

"Ultimate Cannon Bolt!" It yelled.

"Sir what do we do!" One of the guards asked.

"Keep your weapons trained on the cell." Fury ordered.

The monster then form into a giant ball with metal spikes and rolled straight through the barrier.

Fury and the guards dove out of the way just as the ball went flying past them and through the wall behind them.

Fury got up and contacted Agent Hill on the bridge through his earpiece.

"Hill, the prisoner is loose. Get us in the air, now!" Fury commanded.

Cannon Bolt tore through the ships hallways, leaving a path of destruction in his wake.

"Just got to get to the flight deck." Cannon Bolt said to himself.

As he crashed through walls and tore his way down corridors, Cannon Bolt failed to notice the ship begin to shake.

"Turbines are powering up sir, we'll be in the air in about 3 minutes." Hill responded.

"I want us 50 miles above the New York skyline in about 2 minutes Hill." Fury barked.

He and 5 other guards were making their way down the now destroyed hallways of the carrier.

Cannon Bolt crashed up through the flight deck. He landed and changed from a ball back into the large beast he was.

"Ahh, fresh air." He said with a deep breath. There were soldiers all round him locking down jets on the flight deck.

It was then that Cannon Bolt noticed that the ship was now hovering just above the skyline and still climbing.

"Of course, the ship can fly." Cannon Bolt said with a sigh.

"There it is!" One soldier shouted.

All the others aimed their guns and began to fire. Cannon Bolt transformed back into a ball and let the bullets bounce of his metallic shell. He then shot forward, tearing up the tarmac as he went.

Fury got to the flight deck just in time to see the monster shoot off the end of the carrier.

Once Cannon Bolt was in a free fall he transformed out of ball form and slapped the insignia on his chest again.

The bright light transformed him into a new creature. He was now bright red with black, jagged, lines on his back. His new wings caught the air around him and gave him the ability of flight.

"Jet Ray!" The creature declared.

He flew up above the carrier and saw Fury and about a dozen soldiers running towards the edge of the ship.

"See you later suckers!" Jet Ray mocked.

He then shot off at an amazing speed.

"Sir he's too fast to track on radar. I'm afraid he's gone." Hill reported.

"Don't worry Hill. No one can hide from us for very long." Fury responded.


	7. Chapter 7

**Ben 10 vs The Avengers**

 **Part 1**

Chapter 7 – Luck Has Everything to do With It

Kevin's eyes slowly opened. He sat up and observed his surroundings. He was in a dimly lit room. The walls were a rusty metal, with bits of machinery poking out of them. A large, sliding door was on the far side of the room. Kevin quickly absorbed the metallic floor and rushed towards the door. He morphed his hand into a big mace with spikes and slammed it into the door. To his surprise, the door sustained no damage.

"Let me out!" Kevin yelled.

He was concerned about Gwen and Ben, but mostly about Gwen. A voice came over a sort of intercom in the room.

"You are a very interesting mutant. It would be foolish of us to just let you leave." The monotone voice said.

"I don't know where you're getting your information buddy, but I'm not a fucking mutant!" Kevin yelled.

"Well, we'll see about that. The dissection will tell us everything we need to know about you and your abilities." The voice responded.

"I'm sorry, did you say dissection?" Kevin asked.

"Yes, and unfortunately, you won't survive the operation." The voice said.

Kevin began to slam his fists harder against the door. He was determined to escape the room before these lunatics gutted him like a frog.

Gwen sat in front of the shiny, oak, desk. The small office was filled with books and all sorts of antiques. Behind the desk was an older gentleman in a wheelchair. He starred at her with curious eyes.

"Gwen Tennyson, you must be very confused about all this."

Gwen was very confused. She could hear the man's voice in her head.

"How are you doing that?" Gwen asked.

"Well, I'm what you'd call a mutant. I know that term isn't as profound where you come from, but here it refers to an entire species of enhanced beings." The man said.

"You know where I'm from?" Gwen asked.

"Yes, I do. You see my mutation allows me to read people's minds. I've looked into your mind and seen the horrors of your world and the experiment that was meant to save it." The man explained.

"We were trying to go back in time." Gwen responded.

"But instead you travelled to a different dimension, our dimension." He continued.

"This is a lot to take in. I need to find Ben and Kevin." Gwen said.

"Yes, your friends you came here with. We can help you find them and possibly help you return home." He said.

"I could use all the help I can get." Gwen said.

"Well, you're about to get more help then you expected. Follow me please." He said as he wheeled around the desk.

Gwen stood up and followed him out of the room.

"I never got your name, sir." Gwen asked as they walked.

"It's Charles Xavier, but you can call me Professor X if you wish. The students seem to like that nickname." Charles said with a smile.

Ben walked down the streets of Brooklyn. It was night now and he was looking for a place to hide from S.H.I.E.L.D. As he walked he came upon a small nightclub lit up by large neon signs. Walking into the packed club, Ben figured he could blend in here for a while.

"Can I get a scotch on the rocks?" Ben asked as he approached the bar.

"Sure thing, baby." The girl at the bar said with a wink.

Ben smiled as she went to get his drink. He turned and looked around the club. The multicolored flashing lights made it hard to make out people's faces. There was a certain person that stood out from everyone else. She wore black leather pants and a black tank top. Ben noticed the bandolier and holster strapped to her body. Her skin seemed to be a light gray, but it was hard for Ben to tell with the clubs lighting. Her short, dark, hair barley covered her face. It also revealed the large dark circle around one of her eyes.

She moved through the crowd towards a back room. Ben felt something wasn't right. He left the bar, forgetting his drink. He followed the woman into the back room. Now away from the party, Ben was in a large storage area. He walked past the large racks of boxes and assorted containers.

He only stopped when he felt the cold barrel of a pistol against the back of his head.

"I don't like being followed." The woman said.

"Well, I don't like people pointing guns at me." Ben responded.

"Then maybe you shouldn't be following me." She said as she pushed the barrel against his head.

"Sorry, but I'm not one to stand around when someone decides to bring loaded weapons to a public area." Ben retorted.

"Ah, so you're the hero type. Well here's what being a hero gets you." She said.

Ben already had his hand on the watch as the woman squeezed the trigger. Ben transformed and the bullet lodged into his now gelatin-like skin. A small disc now hovered above his body, allowing him to form a body.

"Goop!" Ben said.

"What the fuck?!" The woman said as she backed away.

"You were right about one thing, I am the hero type." Goop said in a distorted voice.

The slimy alien swooped around her, entangling her with its body.

"Let me go you green piece of shit!" She yelled.

"Not until you tell me who you are and what you're doing here. Are you with S.H.E.I.L.D?" Goop demanded.

"S.H.E.I.L.D? Hell no! You seriously don't know who I am?" She asked.

"Let's just say I'm not from around here." Goop responded

"Clearly! Now let me go!" She yelled.

Goop released her from his grip and floated around in front of her.

"My name is Domino. I am an assassin, a damn good assassin." Domino said.

"Making me wish I didn't let you go now." Goop responded.

"Just listen, alright. I've been hired to kill a drug lord who frequents this club. You're a hero right? Killing a drug lord is considered pretty heroic in my book." Domino explained.

"Killing is in no way heroic." Goop said.

"Well in my book it is and it gets the job done." Domino scoffed.

"I won't let you kill anyone." Goop said sternly.

"You couldn't stop me if you tried, freak." Domino retorted.

She then tossed a small grenade that exploded into a cloud of smoke. While Goop was blinded, Domino made her way towards an exit.

A bright flash of green light exploded from the smoke. Without warning, a flash of black and blue shot by Domino. Before she could blink, a new creature stood before her. It wore a black, pointed, helmet and had bluish skin. Its long tail whipped back and forth and its spherical feet shifted back and forth, as if ready to shoot forward.

"What are you some sort of shape shifter?" Domino asked.

"You could say that. Now I suggest you give up, now one can outrun Xlr8." Xlr8 said.

"I don't need to outrun you, I've got luck on my side." Domino said with a smirk.

Xlr8 shot forward towards her. Domino side stepped him and managed to trip him with her leg. Xlr8 went tumbling into a rack of boxes. The rack came crashing down on top of him, trapping the alien under a mountain of containers.

"See you later, freak." Domino said as she ran out the rear exit. As she ran out into the night, three S.H.E.I.L.D quinjets hovered just over the club.

"Furry I think we found your escaped convict. We're detecting the same energy signature as before inside the club." Hawkeye said into his com link.

"Good, bring him back to the carrier, alive Barton." Furry responded.

"Of course sir." Barton said as the quinjet back door began to open.


End file.
